SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRONINGER JAMES G

(Last)

(First)

(Middle)

C/O CYGNE DESIGNS, INC.

11 WEST 42ND STREET

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYGNE DESIGNS INC [ CYDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/10/2006		M		2,000	A	$1.75	2,000	D
Common Stock	01/10/2006		M		2,000	A	$0.69	4,000	D
Common Stock	01/10/2006		M		1,500	A	$0.28	5,500	D
Common Stock	01/10/2006		S		5,500	D	$4.96	0	D
Common Stock	01/11/2006		M		500	A	$0.28	500	D
Common Stock	01/11/2006		M		550	A	$0.16	1,050	D
Common Stock	01/11/2006		S		1,050	D	$4.95	0	D
Common Stock	01/17/2006		M		1,300	A	$0.16	1,300	D
Common Stock	01/17/2006		S		1,300	D	$5	0	D
Common Stock	01/20/2006		A		22,500	A	$0⁽¹⁾	22,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase Common Stock	$1.75	01/10/2006		M			2,000	04/15/2000	04/15/2006	Common Stock	2,000	⁽²⁾	14,000	D
Option to purchase Common Stock	$0.69	01/10/2006		M			2,000	04/15/2001	04/15/2007	Common Stock	2,000	⁽²⁾	12,000	D
Option to purchase Common Stock	$0.28	01/10/2006		M			1,500	04/15/2002	04/15/2008	Common Stock	1,500	⁽²⁾	10,500	D
Option to purchase Common Stock	$0.28	01/11/2006		M			500	04/15/2002	04/15/2008	Common Stock	500	⁽²⁾	10,000	D
Option to purchase Common Stock	$0.16	01/11/2006		M			550	04/15/2003	04/15/2009	Common Stock	550	⁽²⁾	9,450	D
Option to purchase Common Stock	$0.16	01/17/2006		M			1,300	04/15/2003	04/15/2009	Common Stock	1,300	⁽²⁾	8,150	D

Explanation of Responses:

1. Represents shares of restricted stock granted pursuant to the Cygne Designs, Inc. 2006 Incentive Plan. The shares vest in equal installments over 8 of Cygne Designs, Inc's fiscal quarters, beginning with the first quarter of 2006. If Mr. Groninger ceases to be a Director of Cygne Designs, Inc. all non-vested shares will automatically be forfeited.

2. Not applicable.

	/s/ James G. Groninger	01/24/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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